Terms of Services

Rev. April 2024 1063781-1
By accepting these Purchase Order Terms (“Terms”) you agree: (a) to be bound by all the
terms and conditions of these Terms, including all terms and conditions incorporated by
reference; and (b) that you have authority to bind you and the entity you represent
(“Vendor”) to these Terms.
1. Purchase Orders; Pricing and Taxes: These Terms govern Revival by G & N purchase of
Products from Vendor. “Products” means all goods, including labeling and packaging,
provided to .Revival by G & N Revival by G & N is not obligated to purchase Products, and Vendor is not
obligated to sell Products, until Vendor accepts a purchase order (“PO”). Vendor will be
deemed to have accepted these Terms upon the earlier of: (a) shipping of the Products
to Revival by G & N or (b) acknowledging the PO by other commercially reasonable means. Revival by G & N is not subject to credit limits, and Vendor cannot hold POs based on whether Revival by G & N meets or exceeds Vendor imposed credit requirements or limits. Vendor will not
substitute Products or combine POs without  Revival by G & N prior written consent. Revival by G & N
will communicate shortages or overages in Products to Vendor at the time of payment
(or at such other time as Revival by G & N may determine) and will not be obligated to pay for
Products not received, or received but not ordered. Revival by G & N‘S signature on any
document acknowledging receipt of Products does not constitute acceptance of those
Products.  Revival by G & N may modify or cancel POs without penalty before Vendor delivers
Products to the carrier. The PO provides Product prices and payment terms, and may
include discounts or rebates. Prices include any commissions and other charges, unless
otherwise noted. Vendor may charge Revival by G & N taxes that Vendor is legally obligated to
charge purchasers of the Products, if the tax amounts are stated separately on Vendor’s
invoice for the Products; however, if Revival by G & N provides Vendor with a resale certificate
for the state in which Revival by G & N is registered for sales and use taxes, then Vendor will not
charge or collect from Revival by G & N any taxes covered by such certificate. Vendor is
responsible for other fees, taxes and duties, including any taxes Vendor may owe on
payments Vendor receives under these Terms.
2. Product Images/Information: Vendor will make available to Revival by G & N all textual
materials and other metadata requested by Revival by G & Nor required by law to be disclosed
in any sale or advertisement for each Product (“Product Information”), including,
without limitation, product name, UPC, brand, list price, fabric content (if the product is
a textile product), and country of origin. Vendor may choose to provide Revival by G & N with
logos, publicity images, and other content or materials (“Promotional Materials”).
Vendor grants Revival by G & N and its affiliates a non-exclusive, worldwide, perpetual,
irrevocable and royalty-free license to: (a) use, copy and display the Product Information
and Promotional Materials on or in connection with any website (or similar ecommerce
channel, such as applications on mobile devices) owned or operated by Revival by G & Nor its
affiliates; (b) convert to digital electronic form, excerpt, reformat, adapt or otherwise
create derivative works of the Product Information and Promotional Materials; (c) use
all trademarks or tradenames included in the Product Information and Promotional
Materials; and (d) sublicense any of the foregoing rights to parties participating in Revival by G & N affiliate program(s) and other programs where the users are subject to similar
3. Warranties: Vendor represents, warrants and covenants that: (a) the Products are
genuine and free from defects; (b) all materials and other items incorporated into the
Products are new (not refurbished or reconditioned), unless Vendor has received Revival by G & Nprior written consent otherwise; (c) the Product Information and Promotional
Materials are accurate and complete, and Revival by G & N exercise of its license rights in these
Terms will not violate any third party’s rights; (d) Vendor will comply with, and the
Products, Product Information, Promotional Materials and import documentation (if
applicable) comply with, all applicable laws and rules (including the Textile Fiber
Products Identification Act, the Fur Products Labeling Act and the Wool Products
Labeling Act); (e) the Products may be lawfully marketed, sold and distributed
throughout the U.S. without restriction (e.g., no Products made from an endangered
species); (f) no Products will be provided to Revival by G & N that are subject to U.S. Department
of Transportation regulations as hazardous materials without Revival by G & N prior written
consent; (g) no Products were produced, manufactured, assembled, or packaged by
forced, prison or child labor (defined as age 15 or the minimum working age within the
applicable jurisdiction, whichever is older); and (h) Vendor possesses clean and clear title
to, and has the unencumbered right to sell, each of the Products.
4. Product Returns; Effect of Remedies; Product Recalls: Revival by G & N may return at
Vendor’s expense any Product that (a) is damaged or defective, (b) does not conform to
agreed specifications or to samples, (c) is subject to recall, (d) was not ordered Revival by G & N by or (e) does not comply with these Terms. Title and risk of loss for all products
returned under these Terms will pass to Vendor upon delivery by Revival by G & N to the carrier.
Payment of an invoice does not limit Revival by G & N remedies. Vendor will provide 
immediate written notice of any recall. Vendor is responsible for costs Revival by G & N incurs in
a recall.
5. Vendor Defense and Indemnification: Vendor will defend, indemnify, and hold
harmless Revival by G & N,

its affiliated companies, and their respective officers, directors,
employees, and agents (the “Revival by G & N Parties”) from and against any claim, loss, damage,
cost, or expense that arises, directly or indirectly, from any: (a) death of or injury to any
person, damage to any property or any other damage or loss due to any defect in or use
of any Product; (b) Product recall; (c) infringement or misappropriation of any
proprietary right by Products, Product Information, Promotional Materials, or other
content Vendor provides to ;Revival by G & N (d) Vendor’s negligence, strict liability or
intentional misconduct; (e) Vendor’s breach of these Terms; or (f) Vendor’s failure to
state accurate Product descriptions, adequate warnings, or instructions (individually, a
“Claim”, and collectively, the “Claims”). Vendor will not consent to the entry of a
judgment or settle without the Revival by G & N Parties’ prior written consent, which may not be
unreasonably withheld. Vendor will use counsel reasonably satisfactory to the Revival by G & N
Parties, and the Revival by G & N Parties will cooperate in the defense at Vendor’s expense. If
anyRevival by G & N Party reasonably determines that any Claim might have an adverse effect,
that  Revival by G & NParty may take control of the defense at its expense (without limiting
Vendor’s indemnification obligations). Vendor’s obligations under this Section 5 are
independent of its other obligations under these Terms.
6. Limitation of Liability: Revival by G & N IS NOT LIABLE TO VENDOR FOR ANY CONSEQUENTIAL,
7. Shipping: The parties will agree which party is responsible for managing and paying
for transportation of Products Revival by G & N to When  Revival by G & N pays for transportation,
Vendor will deliver the Products to the Revival by G & N designated carrier and title and risk of
damage or loss for the Products will pass to Revival by G & N when Vendor delivers the Products
to the carrier. When Vendor pays for transportation, title and risk of damage or loss for
the Products will pass to Revival by G & N when Revival by G & Naccepts the Products. If Revival by G & N is the
importer of any Products, Vendor will prepare and submit all documents required to
enter those Products into the United States, and will pay any additional fees or charges
due to insufficient documentation. Vendor will be the importer, at its expense, of any
Products Revival by G & N returns to Vendor to a location outside the United States.
8. Confidential Information: Vendor will (a) protect  Revival by G & N information that is
identified as confidential or that reasonably should be considered confidential; (b) use
this information only to fulfill its obligations under these Terms; and (c) promptly return
to Revival by G & N or destroy this information when these Terms terminate. Section 8 covers all
confidential information regardless of when Vendor receives it. Vendor will not, without
 prior written consent, use any trademark, service mark, commercial symbol,
or other  Revival by G & N proprietary right, issue press releases or other publicity relating to  Revival by G & N or these Terms, or refer to Revival by G & N in promotional materials.
9. Miscellaneous: Either party may terminate these Terms with 60 days’ prior written
notice, subject to Vendor fulfilling all POs it accepts before the effective date of
termination. Sections 1 through 6, 8 and 9 shall survive termination of these Terms.
Vendor will not assign these Terms, or any obligation or right (including any right to
payment) in these Terms, without  Revival by G & N prior written consent. These Terms are
governed by Washington state law, without reference to any applicable conflict of laws
rules or the Convention on Contracts for the International Sale of Goods. Vendor
irrevocably consents to exclusive jurisdiction of King County, Washington, courts for
disputes arising out of these Terms.   Revival by G & N estimates or forecasts are non-binding.
Revival by G & N may either withhold and setoff, or demand payment of, any sums Vendor owes
to Revival by G & N, including any taxes that Revival by G & N is legally required to withhold from amounts
Revival by G & N pays to Vendor. Revival by G & N may conduct a reasonable audit of Vendor’s records
related to this Agreement. If Vendor does not respond within a reasonable period after
receiving an audit claim,  Revival by G & N will deduct the claim from Vendor’s next remittance.
The parties’ rights and remedies under these Terms are cumulative. Either party’s failure
to enforce any provision will not be a waiver of the party’s rights to subsequently enforce
the provision. If any provision is held to be invalid, then that provision will be modified
to the extent necessary to make it enforceable, and any invalidity will not affect the
remaining provisions. These Terms incorporate, and Vendor will comply with, the
Vendor Operations Manual, and any other terms, conditions, policies, guidelines, or
rules that Revival by G & N makes available to Vendor, including any updates to such Program
Policies from time to time (collectively, “Program Policies”). To the extent there is a
conflict between these Terms and the Program Policies, the terms of these Terms will
control. Vendor may use standard business forms or other communications (such as
invoices, confirmations or shipping documents), but use of these forms is for
convenience only and will not alter or supersede the provisions of these Terms. Revival by G & N